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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under to Rule 14A-11(c) or Rule 14a-12
i3 MOBILE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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i3 MOBILE, INC.
181 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902
PRELIMINARY NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2001
To the Stockholders of i3 Mobile, Inc.:
We are holding the annual meeting of stockholders of i3 Mobile, Inc. on May
23, 2001. The meeting will be held at the Sony Wonder Technology Lab Theater,
550 Madison Avenue, New York, New York at 9:00 a.m. local time.
The meeting will be held for the following purposes:
1. To consider and act upon a proposal to amend our Certificate of
Incorporation to include provisions relating to the adoption of a
classified Board of Directors, such amendment having been approved by
the Board of Directors (Proposal 1);
2. To elect three Class I directors to serve until our 2002 annual meeting,
two Class II directors to serve until our 2003 annual meeting and three
Class III directors to serve until our 2004 annual meeting (Proposal 2);
3. To consider and act upon a proposal to amend our 2000 Stock Incentive
Plan (a) to increase the number of shares of our common stock available
for issuance under the plan and (b) to increase the maximum number of
shares issuable to any one individual during any one year under the
plan, such amendments having been approved by the Board of Directors
(Proposal 3);
4. To consider and act upon a proposal to ratify the appointment by the
Board of Directors of PricewaterhouseCoopers LLP as our independent
auditors for fiscal 2001 (Proposal 4); and
5. To transact such other business as may properly come before the meeting
or any and all adjournments thereof.
Our Board of Directors has fixed the close of business on March 30, 2001 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any and all adjournments thereof. Consequently,
only the holders of record of our common stock at the close of business on March
30, 2001 are entitled to notice of and to vote at the meeting and at any and all
adjournments thereof.
Whether or not you plan to attend the meeting, please complete, date and
sign the enclosed proxy card, and return it promptly in the enclosed envelope to
ensure your representation at the meeting. You may also vote your shares via
telephone or the Internet. The telephone and Internet procedures are designed to
authenticate votes cast by the use of a personal identification number. These
procedures enable stockholders to appoint a proxy to vote their shares and to
confirm that their instructions have been properly recorded. If your shares are
held in the name of a bank or a broker, the availability of telephone and
Internet voting will depend on the voting processes of the applicable bank or
broker; therefore, it is recommended that you follow the voting instructions set
forth below. If you do not choose to vote by telephone or the Internet, please
date, sign and return the enclosed proxy card.
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Your control number to vote via the Internet at www.voteproxy.com or via
telephone (1-800-PROXIES) is imprinted on the enclosed proxy card. You may view
our proxy material at http://www.i3mobile.com. You are cordially invited to
attend the meeting and, if you do so, you may personally vote, regardless of
whether you have signed a proxy.
By Order of the Board of Directors
ALAN KATZMAN
Secretary
Stamford, Connecticut
April , 2001
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i3 MOBILE, INC.
181 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902
PRELIMINARY PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
------------------------
This proxy statement and the accompanying proxy card are being furnished in
connection with the solicitation of proxies by and on behalf of the Board of
Directors of i3 Mobile, Inc., to be used at the annual meeting of stockholders
of i3 Mobile, Inc. to be held on Wednesday, May 23, 2001, at 9:00 a.m. local
time, at the Sony Wonder Technology Lab Theater, 550 Madison Avenue, New York,
New York, and at any and all adjournments thereof. This proxy statement and the
accompanying proxy card are first being mailed to the holders of record of our
common stock on or about April 18, 2001.
Stockholders represented at the meeting will consider and vote upon:
(i) a proposal to amend our Certificate of Incorporation to include
provisions relating to the adoption of a classified Board of Directors;
(ii) the election of three Class I directors to serve until our 2002
annual meeting, two Class II directors to serve until our 2003 annual
meeting and three Class III directors to serve until our 2004 annual
meeting;
(iii) a proposal to amend our 2000 Stock Incentive Plan (a) to
increase the number of shares of our common stock available for issuance
under the plan and (b) to increase the maximum number of shares issuable to
any one individual during any one year under the plan;
(iv) a proposal to ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as our independent auditors for fiscal 2001; and
(v) such other business as may properly come before the meeting or any
and all adjournments thereof.
We are not aware of any other business to be presented for consideration at
the meeting.
VOTING AND SOLICITATION OF PROXIES
Only stockholders of record at the close of business on March 30, 2001 are
entitled to vote at the meeting. As of the record date, 22,846,815 shares of
common stock were outstanding. For each proposal submitted for stockholder
consideration at the meeting, each common stockholder is entitled to one vote
for each share of common stock held of record on March 30, 2001. The presence,
in person or by proxy, of the holders of a majority of the shares of common
stock entitled to vote at the meeting is necessary to constitute a quorum for
the conduct of business at the meeting. The election of each nominee for
director requires the approval of a plurality of the total number of votes cast.
Abstentions will be considered shares present for purposes of determining
whether a quorum is present at the meeting and, therefore, will have the same
legal effect as a vote against a motion presented at the meeting. Broker
non-votes will be considered as shares not entitled to vote and will, therefore,
not be considered in the tabulation of votes.
All shares represented by properly executed proxies will, unless such
proxies have previously been revoked, be voted at the meeting in accordance with
the directions on the proxies. A proxy may be revoked at any time prior to final
tabulation of the votes at the meeting. Stockholders may revoke proxies by
written notice to our General Counsel, by delivery of a proxy bearing a later
date or by personally appearing at the meeting and casting a contrary vote. If
no direction is indicated, the shares represented by properly executed proxies
will be voted in favor of the Board of Director's nominees for director, as
listed in this proxy statement and in favor of the other proposals listed in
this proxy statement. The persons named in the proxies will also have
discretionary authority to vote all proxies with respect to any additional
matters that are properly
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presented for action at the meeting. Each of the executive officers and
directors has indicated his intent to vote all shares of common stock owned or
controlled by him in favor of each item set forth herein.
The proxy solicitation is made by and on behalf of the Board of Directors.
Solicitation of proxies for use at the meeting may be made in person or by mail,
telephone or telegram, by our officers and regular employees. Such persons will
receive no additional compensation for any solicitation activities. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of common stock beneficially owned
by others to forward to such beneficial owners. We may reimburse persons
representing beneficial owners of common stock for their costs of forwarding
solicitation materials to such beneficial owners. We will bear the entire cost
of the solicitation of proxies, including the preparation, assembly, printing
and mailing of this proxy statement, the proxy card and any additional
information furnished to stockholders.
PROPOSAL 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCLUDE PROVISIONS RELATING TO THE ADOPTION OF
A CLASSIFIED BOARD OF DIRECTORS.
The Board of Directors, by resolution adopted on April 2, 2001, unanimously
approved and recommended for approval by our stockholders an amendment to our
Certificate of Incorporation that would establish a classified board of
directors.
The classified board provisions are intended to promote management
continuity and stability and to afford time and flexibility in responding to
hostile tender offers. The classified board provisions have a number of related
features that are intended to be approved as a whole, rather than in their
constituent parts, in order to meet these purposes. A copy of the proposed
amendment to our Certificate of Incorporation is attached as Appendix A.
DESCRIPTION OF CLASSIFIED BOARD PROVISIONS
The following discussion analyzes the constituent parts of the classified
board provisions.
ESTABLISHMENT OF CLASSIFIED BOARD OF DIRECTORS -- REMOVAL OF DIRECTORS ONLY FOR
CAUSE
The classified board provisions of the Certificate of Incorporation would
divide the Board into three classes of directors, namely, Class I, Class II and
Class III, with three directors in each class, and with each class to be elected
for a three-year term on a staggered basis. Insofar as only eight (8) directors
are being proposed for election to the Board of Directors and our bylaws provide
for a maximum of nine (9) directors, each of Class I and III would be comprised
of three (3) directors, and Class II would be comprised of two (2) directors and
have one vacancy. Following the interim arrangement described below in
"Implementation of Classified Board Provisions," the directors of each class
will serve three-year terms, and the term of one class will expire each year.
Under the amended Certificate of Incorporation, stockholders would only be
permitted to remove directors for cause.
Under our current Certificate of Incorporation and bylaws, the directors
hold office until the next annual meeting and until their successors are elected
or qualified, or until their earlier death, resignation or removal. Delaware
corporate law provides that where a corporation's board of directors is not
classified, any director or the entire board of directors may be removed, with
or without cause, by a majority of the shares then entitled to vote in an
election of directors.
Delaware corporate law provides that a corporation's certificate of
incorporation may provide that the directors be divided into up to three classes
with each class to be initially elected for a period of one, two or three years,
as appropriate. Delaware corporate law further provides that, unless the
corporation's certificate of incorporation specifically provides otherwise, if a
corporation has a classified board, then the directors of the
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corporation may only be removed by the stockholders for cause. The proposed
amended Certificate of Incorporation will not have a provision allowing removal
of directors other than for cause.
SIZE OF THE BOARD OF DIRECTORS
As part of the classified board provisions, the Certificate of
Incorporation will provide that the number of directors shall be fixed from time
to time exclusively by resolution passed by a majority of the entire Board of
Directors, which in no event shall cause the term of any incumbent director to
be shortened or cause a decrease in the number of classes of directors except as
required by law.
Delaware law provides that the board of directors of a corporation shall
consist of one or more members, which number shall be fixed in a manner provided
by the bylaws of the corporation, unless the corporation's certificate of
incorporation fixes the number of directors, in which case a change in the
number of directors may be made only by amendment to the certificate of
incorporation.
REQUIREMENT THAT VACANCIES IN THE BOARD OF DIRECTORS BE FILLED SOLELY BY THE
VOTE OF A MAJORITY OF DIRECTORS THEN IN OFFICE.
As part of the classified board provisions, the amended Certificate of
Incorporation would require that any vacancies and newly created directorships
shall be filled exclusively by vote of a majority of the directors then in
office or the sole remaining director. Any director so elected by the Board of
Directors to fill a vacancy would become a member of the same class as the
director he or she succeeds and would hold office for the remainder of the term
of that class of director and until his or her successor shall have been elected
and qualified.
Currently, under Delaware law and our bylaws, any vacancies and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by the vote of a majority of the directors then in
office, though less than a quorum, or the sole remaining director or the
stockholders at the next annual meeting thereof.
REQUIREMENTS TO AMEND OR REPEAL ANY OF THE FOREGOING AMENDMENTS.
Under Delaware corporate law, the power to amend, alter or repeal
provisions of a corporation's certificate of incorporation requires the approval
of both the board of directors and the holders of a majority of the voting power
of shares entitled to vote thereon. A corporation may provide in its certificate
of incorporation, however, for a higher percentage vote than is otherwise
required by law for any corporate action. Once such a supermajority provision is
adopted, Delaware corporate law requires an equally large supermajority vote to
amend, alter or repeal the provision. The proposed amendment to the Certificate
of Incorporation provides that, in addition to any requirements of law and any
other provision of the Certificate of Incorporation, the affirmative vote of the
holders of two-thirds or more of the combined voting power of our outstanding
voting stock shall be required to amend, alter or repeal, or adopt any provision
inconsistent with, the classified board provisions.
IMPLEMENTATION OF CLASSIFIED BOARD PROVISIONS; DESIGNATION OF DIRECTORS TO
CLASSES.
If the stockholders approve these classified board provisions as proposed,
we would file a Certificate of Amendment to the Certificate of Incorporation
with the Delaware Secretary of State incorporating the provisions set forth in
Appendix A.
In order to place the classes of directors on a staggered basis for
purposes of annual elections, the directors in Classes I and II would initially
hold office for one and two-year terms, respectively. The directors in Class I,
who will initially serve a one-year term, will be eligible for re-election to a
full three-year term at the annual meeting of stockholders to be held in 2002.
The directors in Class II, who will initially serve two-year terms, will be
eligible for re-election for full three-year terms at the annual meeting of
stockholders to be held in 2003. The directors in Class III, who initially serve
full three-year terms, will be eligible for re-election for new three-year terms
at the annual meeting of stockholders to be held in 2004. Thus, after the
meeting to
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which this proxy statement relates, stockholders will elect approximately
one-third of the directors at each annual meeting of stockholders. Each director
will serve until a successor is duly elected and qualified or until his or her
earlier death, resignation or removal.
If the classified board provisions are adopted and all of the Board of
Directors' nominees are elected, then Robert M. Unnold, W. Peter Daniels and
Donald Ohlmeyer will serve in the first class of directors (Class I) who will
initially hold a one-year term; Matthew J. Stover and James A. Johnson will
serve in the second class of directors (Class II) who will initially hold a
two-year term; and John A. Lack, J. William Grimes and Stephen G. Maloney will
serve in the third class of directors (Class III) who will initially hold a full
three-year term.
CONFORMING AMENDMENTS TO OUR BYLAWS
Under Delaware corporate law, the board of directors may amend the bylaws
of a corporation if they are authorized to do so by the corporation's
certificate of incorporation. Our existing Certificate of Incorporation provides
that our Board of Directors has the authority to amend the bylaws. If the
classified board provisions are adopted, the Board of Directors intends to make
revisions to our bylaws to make them consistent with the provisions that will be
contained in the amended Certificate of Incorporation.
OBJECTIVES AND POTENTIAL EFFECTS OF A CLASSIFIED BOARD OF DIRECTORS
The Board of Directors believes that dividing the directors into three
classes and providing that directors will serve three-year terms rather than
one-year terms is in the best interest of our company and our stockholders
because it should enhance the continuity and stability of our directors and the
policies formulated by the Board of Directors. At any given time, at least
two-thirds of the directors will have at least one year of experience as
directors of our company and with our business affairs and operations. New
directors would therefore be given an opportunity to become familiar with our
affairs and to benefit from the experience of co-members of the Board of
Directors who have served for longer than one-year terms. Although the Board of
Directors believes we have not experienced problems with continuity and
stability of leadership and policy during our existence, we hope to avoid these
problems in the future. The Board of Directors also believes that classification
will enhance our ability to attract and retain well qualified individuals who
are able to commit the time and resources to understand our company and our
business affairs and operations. The continuity and quality of leadership that
results from a classified Board of Directors should, in the opinion of the Board
of Directors, promote the long-term value of our company.
The Board of Directors also believes that the classified board provisions
are in the best interests of our company and our stockholders because these
provisions should, if adopted, reduce the possibility that a third party could
effect a sudden or surprise change in control of the Board of Directors. With
stockholder approval, many companies have established classified boards of
directors for this purpose. At least two annual meetings of stockholders, rather
than one, would be required to effect a change in a majority of Board of
Directors members. The delay afforded by the classified board provisions would
help to ensure that the Board of Directors, if confronted by a hostile tender
offer, proxy contest or other surprise proposal from a third party who has
acquired a block of our common stock, will have sufficient time to review the
proposal and appropriate alternatives to the proposal, and to act in a manner
which it believes to be in the best interest of our company and our
stockholders.
If a potential acquirer were to purchase a significant or controlling
interest in our company, the acquirer could, if the Board of Directors is not
classified, quickly obtain control of the Board of Directors and thereby remove
our management, which could severely curtail our ability to negotiate
effectively with the potential acquirer on behalf of all other stockholders. The
threat of quickly obtaining control of the Board of Directors could deprive the
Board of Directors of the time and information necessary to evaluate the
proposal, to study alternative proposals, and to help ensure that the best price
is obtained in any transaction involving our company which may ultimately be
undertaken. The proposed classification of the Board of Directors is designed to
reduce the vulnerability of our company to an unsolicited takeover proposal,
particularly a proposal
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that does not contemplate the acquisition of all of our outstanding shares, or
an unsolicited proposal for the restructuring or sale of all or part of our
company.
The classified board provisions do not provide for the removal of directors
"without cause" for several reasons. First, allowing stockholders to remove a
director without cause could be used to subvert the protections afforded by the
creation of a classified Board of Directors. One method employed by takeover
bidders to obtain control of a board of directors is to acquire a significant
percentage of a corporation's outstanding shares through a tender offer or open
market purchases and to use the voting power of those shares to remove the
incumbent directors and replace them with nominees chosen by the takeover
bidder, who would be more willing to approve the terms of a merger or other
business combination on terms less favorable to the other stockholders of our
company than those which would have been approved by the removed directors.
Requiring cause in order to remove a director precludes the use of this
strategy, thereby encouraging potential takeover bidders to obtain the
cooperation of the existing Board of Directors before attempting a takeover.
Thus, the absence of a provision allowing stockholders to remove a director
without cause is consistent with, and supportive of, the concept of a classified
board in its intended effect of moderating the pace of a change in the Board of
Directors. Second, the Board of Directors believes that the classified board
provisions will properly condition a director's continued service upon his or
her ability to serve rather than his or her position relative to a dominant
stockholder.
Prohibiting a stockholder or group of stockholders with less than
two-thirds of the outstanding voting stock from amending or repealing the
classified board provisions is an essential part of the overall structure being
proposed to encourage individuals or groups who desire to propose takeover bids
or similar transactions to negotiate with the Board of Directors. This provision
prevents a stockholder with a majority of the voting power of our common stock
from subverting the requirements of the classified board provisions or any of
them by repealing them with the vote of a simple majority.
In sum, the classified board provisions are intended, in part, to encourage
persons seeking to acquire control of our company to initiate an acquisition
through arm's-length negotiations with the Board of Directors. The classified
board provisions would not prevent a negotiated acquisition of our company with
the cooperation of the Board of Directors, and a negotiated acquisition could be
structured in a manner that would shift control of the Board of Directors to
representatives of the acquirer as part of the transaction.
POTENTIAL DISADVANTAGES OF CLASSIFIED BOARD OF DIRECTORS PROVISIONS
The constituent parts of the classified board provisions will operate in
complementary fashion, as intended, to generally delay, deter or impede changes
in control of the Board of Directors or the approval of certain stockholder
proposals which would have the effect of facilitating changes in control of the
Board of Directors, even if the holders of a majority of the common stock may
believe the change or actions would be in their best interests. For example,
classifying the Board of Directors would operate to increase the amount of time
required for new stockholders to obtain control of our company without the
cooperation or approval of the incumbent Board of Directors, even if the new
stockholders hold or acquire a majority of the voting power. Elimination of the
right of stockholders to remove directors without cause may make the removal of
any director more difficult (unless cause is readily apparent), even if a
majority of stockholders believe removal to be in their best interest. Requiring
a two-thirds vote of stockholders to amend or repeal the classified board
provisions could, in effect, give minority stockholders the ability to veto the
amendment or repeal of the classified board provisions, even if otherwise
approved by a majority of stockholders. As a result, there is an increased
likelihood that the classified board provisions could have the effect of making
it easier for directors to remain in office for reasons relating to their own
self interest, and since the Board of Directors has the power to retain and
discharge management, also have the effect of making it easier for management to
remain in office for reasons relating to their own self interest.
Additionally, one of the effects of the classified board provisions may be
to discourage certain tender offers and other attempts to change control of our
company, even though stockholders might feel those attempts would be beneficial
to them or to us. Because tender offers for control usually involve a purchase
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price higher than the prevailing market price, the classified board provisions
may have the effect of preventing or delaying a bid for our shares which could
be beneficial to us and our stockholders.
Even though the adoption of the classified board provisions may have these
potential disadvantages, the Board of Directors nevertheless believes that the
various protections afforded to the stockholders that will result from the
adoption of the classified board provisions will outweigh the potential
disadvantages.
At this time the Board of Directors knows of no offer to acquire control of
our company, nor does it know of any effort to remove any director, either for
cause or without cause.
REQUIRED VOTE
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST IN PERSON OR BY PROXY
AT THE MEETING WILL BE REQUIRED TO APPROVE THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION. BROKER NON-VOTES AND ABSTENTIONS ARE NOT TREATED AS VOTES CAST
FOR THIS PURPOSE AND HAVE NO EFFECT ON THE OUTCOME OF THE VOTE.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO AMEND THE
CERTIFICATE OF INCORPORATION TO PROVIDE FOR A CLASSIFIED BOARD OF DIRECTORS.
PROPOSAL 2
ELECTION OF DIRECTORS
Eight (8) directors will be elected at the meeting. The nominees proposed
by the Board of Directors are listed below. The Board of Directors will be
classified into three groups of directors that serve staggered terms of three
years each. At the annual meeting, in accordance with amended Certificate of
Incorporation and bylaws, three (3) persons are to be elected to the Board of
Directors as Class I directors to hold office until 2002, two (2) persons are to
be elected to the Board of Directors as Class II directors to hold office until
2003, and three (3) persons are to be elected to the Board of Directors as Class
III directors to hold office until 2004. The directors will hold office until
the stockholder meeting where their successors are duly elected and qualified.
The term of directorships are staggered as to expiration date, such that
each year approximately one-third of the directors are subject to re-election.
Vacancies may be filled by a majority vote of the directors then remaining in
office, and newly created directorships resulting from any increase in the
number of authorized directors may be filled only by election at an annual
meeting or at a special meeting of stockholders called for that purpose.
Proxies not marked to the contrary will be voted "FOR" the election to the
Board of Directors of each nominee. Management has no reason to believe that any
of the nominees will not be a candidate or will be unable to serve. However, in
the event that any of the nominees should become unable or unwilling to serve as
a director, the proxy will be voted for the election of such person or persons
as shall be designated by the current directors. Each of the following incumbent
directors has consented to be named a nominee in this proxy statement and to
serve as a director if elected:
CLASS I DIRECTORS
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
Robert M. Unnold, age 53.................................... 1991
Mr. Unnold has been the Vice-Chairman of the Board of Directors since
November 20, 2000. Prior thereto, he was our Chairman of the Board of Directors
from September 1999 and a director since 1991. Mr. Unnold co-founded our company
with Stephen G. Maloney in 1991 and served as our Chief Executive Officer from
such time until September 1999. From 1989 until 1991 he served as a General
Manager for Bell
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South/Mobilecomm for the New York market. Mr. Unnold also founded Mincron SBC
Corporation, a software company, of which he was President from 1979 to 1989 and
a director from 1979 until its sale in 1999.
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
W. Peter Daniels, age 46.................................... 1991
Mr. Daniels was elected a director of i3 Mobile in July 1991. In November
1999, Mr. Daniels became the President and Chief Executive Officer of
Southampton Hospital in Southampton, New York. From January 1995 until November
1999, Mr. Daniels was the Chief Operating Officer of Winthrop University
Hospital in Mineola, New York.
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
Donald Ohlmeyer, age 56..................................... --
Donald Ohlmeyer joined ABC in March 2000 to produce ABC Monday Night
Football. Mr. Ohlmeyer served as President, NBC West Coast, from February 1993
to February 2000. He oversaw the activities of all of the company's
entertainment-related businesses, including NBC Entertainment, NBC Studios and
NBC Enterprises. Mr. Ohlmeyer originally joined NBC as executive producer of
sports in 1977, from ABC where he had served as producer and director of three
Olympic broadcasts, produced ABC Monday Night Football and worked extensively on
ABC Wide World of Sports. He left NBC Sports in 1982 to form Ohlmeyer
Communications Company, a full-service advertising agency and marketing firm, as
well as a television consulting operation. He has been honored with 15 Emmys,
including one for Special Bulletin, which was broadcast on the NBC Television
Network and named Outstanding Drama Special for the 1982-83 season. Mr. Ohlmeyer
is a member of the Board of Directors of Championship Auto Racing Teams and WINK
Communications. Mr. Ohlmeyer is a graduate of the University of Notre Dame.
CLASS II DIRECTORS
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
Matthew J. Stover, age 45................................... 2000
Mr. Stover was appointed to the Board of Directors of Directors in July
2000. Mr. Stover is the President and Chief Executive Officer and a director of
Edu.com, a marketing services company that facilitates partnerships and commerce
among colleges and universities and Fortune 500 companies. Mr. Stover is also a
director of Clickmarks.com, a trustee for the Committee for Economic Development
and a former director of Infoseek Corporation.
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
James A. Johnson, age 62.................................... 1998
Mr. Johnson was elected a director of our company in August 1998. Since
1987, Mr. Johnson has been a managing general partner of Apex Investment
Partners, a Chicago-based venture capital firm, which he co-founded in 1987.
Prior to 1987, he was one of the three founding partners of Knightsbridge
Partners, a private investment firm. Previously, Mr. Johnson was associated with
Beatrice Foods, serving in a number of positions, including Chief Financial
Officer of the parent corporation and Senior Vice President of the US Foods
operating subsidiary. Mr. Johnson currently serves on the board of directors of
White Cap Industries, Inc., a retailer to professional contractors, and a number
of private companies.
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CLASS III DIRECTORS
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
John A. Lack, age 56........................................ 2000
Mr. Lack joined our company on November 20, 2000 as our President and Chief
Executive Officer. Mr. Lack has compiled over thirty years experience in the
communications and entertainment industries, most notably as a creator of MTV,
when he served as the Chief Operating Officer of Warner-Amex Satellite
Entertainment Co. from 1979 to 1984. While at Warner-Amex he also developed The
Movie Channel, cable television's first 24-hour entertainment network, and
Nickelodeon, the children's channel. Mr. Lack served as an Executive Vice
President of ESPN, Inc. from 1994 to 1996 where he launched ESPN-2, a
contemporary version of the well-known sports network. Mr. Lack also served as
Chief Operating Officer of STREAM, Telecom Italia's digital content and pay
television company. Beginning in 1971, he spent nine years at CBS where he held
a variety of senior sales and marketing positions.
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
Stephen G. Maloney, age 44.................................. 1991
Mr. Maloney has served as our Chairman of the Board of Directors and Chief
Strategist since November 20, 2000. Prior thereto, he was our Chief Executive
Officer from September 1999 and our President and a director since he co-founded
our company with Mr. Unnold in 1991. From February 1987 to April 1994, Mr.
Maloney was Senior Vice President for Operations of Our Lady of Mercy Medical
Center, a teaching hospital located in the Bronx, New York. Prior to that, from
February 1984 until January 1987, he served as a Vice President of Misericordia
Medical Center. In March 2001, Mr. Maloney was appointed to serve on the board
of directors of the Connecticut Development Authority.
DIRECTOR
NAME AND AGE SINCE
- ------------ --------
J. William Grimes, age 59................................... 1999
Mr. Grimes was elected a director of our company in February 1999. Since
1996, Mr. Grimes has been a Member of BG Media Investors LLC, a company he
founded. BG Media Investors LLC is a private equity capital firm specializing in
investments in media and telecommunications companies. From 1994 until 1996, Mr.
Grimes was the Chief Executive Officer of Zenith Media, a media services agency.
From 1991 until 1993, he served as Chief Executive Officer of Multimedia, Inc.,
a diversified media company that merged into Gannett Co., Inc. in 1995. From
1988 through 1991, Mr. Grimes was President and Chief Executive Officer of
Univision Holdings, Inc., the largest Spanish language media company in the
United States. From 1982 through 1988, Mr. Grimes was President and Chief
Executive Officer of ESPN, Inc. Mr. Grimes serves on the board of directors of
InterVU, Inc. and is an Executive Director of the New School University's "Media
Management Program."
There is no family relationship between any of our directors and executive
officers. The directors serve until the annual meeting in the year in which
directors of the same class are being voted upon and until their respective
successors are elected and qualified. Officers serve at the discretion of the
Board of Directors.
REQUIRED VOTE
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST IN PERSON OR BY PROXY
AT THE MEETING WILL BE REQUIRED FOR THE ELECTION OF DIRECTORS. BROKER NON-VOTES
AND ABSTENTIONS ARE NOT TREATED AS VOTES CAST FOR THIS PURPOSE AND HAVE NO
EFFECT ON THE OUTCOME OF THE VOTE.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES
LISTED ABOVE.
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BOARD MEETINGS AND COMMITTEES
The Board of Directors held nine (9) meetings during the fiscal year ended
December 31, 2000. All other business of the Board of Directors was transacted
through written consents of corporate actions. During fiscal 2000, the Board of
Directors had three committees: the Audit Committee, the Executive Committee and
the Compensation Committee. During fiscal 2000, all directors attended 75% or
more of the Board of Directors meetings and meetings of committees on which they
served. One current member of the Board of Directors, Donald Christino, will not
stand for re-election. Kerry J. Dale, a director since 1996, resigned from the
Board of Directors effective February 2, 2001.
During fiscal 2000, the Audit Committee was comprised of Messrs. Dale,
Daniels and Johnson. The Audit Committee held three (3) meetings during fiscal
2000, and all members attended all of the meetings. The Board of Directors has
adopted a written charter for the Audit Committee, a copy of which is included
as Appendix B. The Audit Committee provides assistance to the directors in
fulfilling their responsibilities to the stockholders, potential stockholders
and investment community relating to the oversight and monitoring of corporate
accounting and our reporting practices, as well as the quality and integrity of
our financial reports. In so doing, it is the responsibility of the Audit
Committee to maintain free and open communication between the Board of
Directors, the independent auditors and our financial management. Specifically,
the Audit Committee is responsible for financial reporting and related financial
information, external and internal audit processes (including the recommendation
of our independent public accountants) and internal control and compliance
matters. The members of the Audit Committee are independent as that term is
defined in Rule 4200(a)(15) of the National Association of Securities Dealers'
("NASD") listing standards.
During fiscal 2000, the Compensation Committee was comprised of Messrs.
Grimes, Dale and Maloney. For fiscal 2001, the Compensation Committee will be
comprised of Messrs. Maloney, Grimes, Lack and Stover. The Compensation
Committee recommends, reviews and oversees the salaries, benefits and stock
options for our employees, directors and other individuals compensated by us.
The Compensation Committee also administers our incentive compensation and
benefit plans. The Compensation Committee reports to the Board of Directors. The
Compensation Committee held three (3) meetings during fiscal 2000, and all
members attended all of the meetings.
During fiscal 2000, the Executive Committee was comprised of Messrs.
Grimes, Lack and Maloney. The Executive Committee was formed during the fiscal
year by order of the Board of Directors and acts from time to time on behalf of
the Board of Directors in managing the business and affairs of our company
(except as limited by Delaware law or our bylaws) and is delegated certain
assignments and functions by the Board of Directors. The Executive Committee
held three (3) meetings during fiscal 2000, and all members attended all of the
meetings.
BOARD OF DIRECTORS COMPOSITION
Our Board of Directors currently consists of eight (8) individuals. Each
director was elected for a one-year term at our 2000 annual meeting of
stockholders and serves until the next annual meeting or until his successor is
duly elected and qualified.
DIRECTOR COMPENSATION
The Board of Directors adopted the Directors Compensation Program in July
2000. Under the Directors Compensation Program, which is managed by the
Compensation Committee and administered by our President and Secretary,
directors are eligible to participate in our 2000 Stock Incentive Plan in
accordance with the Directors Compensation Program. Each individual non-employee
director who first serves after the adoption of the Directors Compensation
Program will receive a fully-vested option to purchase 20,000 shares of our
common stock. Upon election or re-election to the board, each director will
receive an option to purchase 10,000 shares. This annual option grant will vest
25% immediately and 25% during each of the following three calendar quarters.
Director appointments made mid-term will receive such option on a quarterly pro
rata basis. If a director ceases to serve as a director for any reason, all
vested options are exercisable within 90 days of the termination date.
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PROPOSAL 3
AMENDMENT TO 2000 STOCK INCENTIVE PLAN
Our Board of Directors proposes that you approve an amendment to our 2000
Stock Incentive Plan (a) to increase the number of shares of our common stock
available for issuance under the plan and (b) to increase the maximum number of
shares issuable to any one individual during any one year under the plan. Our
Board of Directors unanimously approved the amendments, subject to stockholder
approval, by resolutions adopted as of November 19, 2000 and April 2, 2001.
The Board has proposed that the number of shares issuable pursuant to the
2000 Stock Incentive Plan be increased to 2,865,645 shares of our common stock
and the maximum number of shares of common stock that may be granted during any
one fiscal year to any one individual be increased to 750,000. Currently, the
plan authorizes options to purchase up to 1,250,000 shares in the aggregate and
up to 300,000 to any one individual. The Board believes that such amendments
will provide management with greater flexibility in attracting, retaining and
motivating our employees through equity based compensation and to provide those
individuals with additional incentive to manage the company effectively and to
contribute to its success. The Board of Directors anticipates that these
additional common shares will cover the option grants that we may make through
2002.
REQUIRED VOTE
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST IN PERSON OR BY PROXY
AT THE MEETING WILL BE REQUIRED TO RATIFY THE BOARD OF DIRECTOR'S AMENDMENT TO
THE PLAN. BROKER NON-VOTES AND ABSTENTIONS ARE NOT TREATED AS VOTES CAST FOR
THIS PURPOSE AND HAVE NO EFFECT ON THE OUTCOME OF THE VOTE.
THE COMPENSATION COMMITTEE AND THE BOARD RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE AMENDMENT TO THE 2000 STOCK INCENTIVE PLAN.
The following is a fair and complete summary of the plan. This summary is
qualified in its entirety by reference to the full text of the plan, as marked
to show amendments made by the Board of Directors subject to stockholder
ratification, which appears as Appendix C to this document.
2000 STOCK INCENTIVE PLAN
We adopted the 2000 Stock Incentive Plan on February 9, 2000. The plan
provides for grants of options to our designated employees, officers, directors
and consultants.
GENERAL. The 2000 Stock Incentive Plan, as originally adopted, authorized
options to purchase up to 1,250,000 shares of our common stock. If options
granted under the plan expire or are terminated for any reason without being
exercised, the shares of common stock underlying such grant will again be
available for grant under the plans.
ADMINISTRATION OF THE PLAN. The Board of Directors administers and
interprets the plan. The Board of Directors has the sole authority to determine
the employees and officers and consultants to whom grants will be made under the
plans; the type, size and terms of the grants to be made to each optionee and
the time when the grants will be made, the vesting period and the duration of
any applicable exercise or restriction period, including the criteria for
vesting and to deal with any other matters arising under the plan.
TYPES OF GRANTS. Grants under the plan may consist of options intended to
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code, nonqualified stock options that are not intended to so
qualify, stock appreciation rights and stock bonus awards. The plan also permits
the grant of phantom stock awards, which are awards denominated in
stock-equivalent units. These units are credited to a bookkeeping reserve
account for accounting purposes and do not give the grantee any rights of a
stockholder. The Board of Directors may settle phantom stock awards in cash
and/or shares of our common stock.
ELIGIBILITY FOR PARTICIPATION. Grants may be made to any of our employees,
officers, directors and consultants. As of March 30, 2001, there were
outstanding options to purchase 1,896,625 shares of our
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common stock granted under the plan at a weighted average exercise price of
$4.50 per share. On March 30, 2001, the closing price of our shares on the
Nasdaq National Market was $0.937 per share.
The option exercise price will be determined by the Board of Directors and
may be equal to or greater than the fair market value of a share of our common
stock on the date of grant. The exercise price of an incentive stock option may
be no less than the fair market value of a share of our common stock on the date
of grant, and the exercise price of an incentive stock option granted to an
employee who owns more than 10% of our common stock will be no less than 110% of
the fair market value of a share of our common stock on the date of grant.
The participant may pay the exercise price by certified or bank cashier's
check, by the surrender and delivery to us of shares of our common stock having
a fair market value equal to the purchase price of the stock issuable upon
exercise of the options are being exercised or by delivery of a promissory note
secured by a pledge of stock.
The Board of Directors will determine the term of each option, except that
the term of an incentive stock option may not exceed ten years, and incentive
stock options granted to an employee who owns more than 10% of our common stock
may not exceed five years from the date of grant.
Under the 2000 Stock Incentive Plan, prior to the proposed amendment,
options to purchase no more than 300,000 shares of our common stock may be
granted during any one fiscal year to any one person.
STOCK APPRECIATION RIGHTS. The Board of Directors may grant a right to
receive a number of shares or, in the discretion of the Board of Directors, an
amount in cash or a combination of shares and cash, based on the increase in the
fair market value of the shares underlying the right during a stated period
specified by the Board of Directors. The Board of Directors may approve the
grant of these stock appreciation rights related or unrelated to stock options.
Upon exercise of a stock appreciation right that is related to a stock option
grant, the holder of the related option will surrender the option for the number
of shares as to which the stock appreciation right is exercised and will receive
payment of an amount computed as provided in the stock appreciation right award.
STOCK BONUS AWARDS. The Board of Directors may also award cash and/or
shares of common stock to participants. These stock awards may be conditioned on
the achievement of performance goals and/or continued employment with us through
a specified period.
AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may
terminate, amend or modify the plan or any portion thereof at any time provided,
however, that the term of the plan may not be longer than ten years from its
commencement date.
TAX CONSEQUENCES. The following description of the tax consequences of
awards under the plan is based on present federal tax laws and does not purport
to be a complete description of the tax consequences of the plans. There are
generally no federal tax consequences as to the optionee or to us upon the grant
of an option. On the exercise of an incentive stock option, the optionee will
not recognize any ordinary income, and we will not be entitled to a deduction
for tax purposes, although such exercise may give rise to liability for the
optionee under the alternative minimum tax provisions of the Internal Revenue
Code. However, if the optionee disposes of shares acquired upon the exercise of
an incentive stock option within two years of the date of grant or one year of
the date of exercise, the optionee will recognize ordinary income, and we will
be entitled to a deduction for tax purposes in the amount of the excess of the
fair market value of the shares of common stock on the date of exercise over the
option exercise price (or the gain on sale, if less); the remainder of any gain,
and any loss, to the optionee will be treated as capital gain or loss to the
optionee. On the exercise of a nonqualified stock option, the amount by which
the fair market value of common stock on the date of the exercise exceeds the
option exercise price will generally be taxable to the optionee as ordinary
income and will generally be deductible for tax purposes by us. The disposition
of shares acquired upon exercise of a non-qualified option, or an incentive
stock option, if after the one year and two year periods described above, will
generally result in capital gain or loss to the optionee but will have no tax
consequences to us.
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SECTION 162(m). Under Section 162(m) of the Internal Revenue Code, we may
be precluded from claiming a federal income tax deduction for total remuneration
in excess of $1,000,000 paid to the chief executive officer or to any of the
other four most highly compensated officers in any one year. Total remuneration
would include amounts received upon the exercise of stock options. An exception
exists, however, for "performance-based compensation," including amounts
received upon the exercise of stock options pursuant to a plan approved by the
stockholders that meets certain requirements. Our stockholders have previously
approved the plan, and it is intended that grants of options thereunder meet the
requirements of "performance-based compensation" or are eligible for
transitional relief for a limited period following the offering.
PROPOSAL 4
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee of the Board of Directors,
none of whose members is one of our officers, our Board of Directors has
selected the firm of PricewaterhouseCoopers LLP, as independent auditors, for
our fiscal year ending December 31, 2001, subject to ratification by the
stockholders. PricewaterhouseCoopers LLP served as our independent auditors
during fiscal 2000. Fees paid to PricewaterhouseCoopers LLP for fiscal 2000 are
$180,600 for audit services and $68,900 for all other non-IT consulting
services. No fees were paid to PricewaterhouseCoopers LLP for IT Consulting
services. If the appointment of the firm of PricewaterhouseCoopers LLP is not
approved or if that firm shall decline to act or their employment is otherwise
discontinued, the Board of Directors will appoint other independent auditors.
Representatives of PricewaterhouseCoopers LLP will be present at the meeting,
will be afforded an opportunity to make a statement and will be available to
respond to inquiries from stockholders.
REQUIRED VOTE
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST IN PERSON OR BY PROXY
AT THE MEETING WILL BE REQUIRED FOR THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2001. BROKER NON-VOTES AND ABSTENTIONS ARE NOT TREATED AS
VOTES CAST FOR THIS PURPOSE AND HAVE NO EFFECT ON THE OUTCOME OF THE VOTE.
THE AUDIT COMMITTEE AND THE BOARD RECOMMEND THAT YOU VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
AUDITORS.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of
our common stock as of March 30, 2001 by each person known to us to own
beneficially more than 5% of our outstanding common stock, by each person who is
a director or nominee, by each of our executive officers named in the Summary
Compensation Table and by all of our directors and executive officers as a
group.
The information contained in the table was furnished by the persons listed
therein. The calculations of the percentage of shares beneficially owned are
based on 22,846,815 shares of common stock outstanding on March 30, 2001, plus,
with respect to each such person the number of additional shares issuable upon
exercise of outstanding warrants and options that are exercisable within sixty
(60) days of March 30, 2001. Unless otherwise indicated, the address of each
stockholder is c/o i3 Mobile, Inc., 181 Harbor Drive, Stamford, Connecticut
06902.
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PERCENTAGE
OF SHARES
NUMBER OF BENEFICIALLY
NAME AND ADDRESS SHARES OWNED
- ---------------- ---------- ------------
John A. Lack................................................ 140,000(1) *
Stephen G. Maloney.......................................... 1,489,166(2) 6.5
Robert M. Unnold............................................ 2,181,208(3) 9.5
Donald F. Christino......................................... 1,088,229(4) 4.8
W. Peter Daniels............................................ 228,500(5) *
Michael P. Neuscheler....................................... 75,833(6) *
Alan Katzman................................................ 14,521(7) *
Richard J. Rutkowski........................................ 13,621(7) *
James A. Johnson............................................ 645,219(8) 2.8
c/o Apex Management III, LLC
233 Wacker Drive, Suite 900
Chicago, IL 60606
J. William Grimes........................................... 4,829,100(9) 21.1
c/o BG Media Investors L.P.
400 Madison Avenue
New York, NY 10017
Matthew J. Stover........................................... 25,700(10) *
c/o Edu.com
125 Lincoln Street
Boston, MA 02111
Keystone Venture IV, L.P. .................................. 1,710,323(11) 7.3
1601 Market Street
Suite 2500
Philadelphia, PA 19103
BG Media Investors L.P. .................................... 4,821,600 20.6
400 Madison Avenue
New York, NY 10017
Donald Ohlmeyer............................................. 0 *
9920 Tower Lane
Beverly Hills, CA 90210
All directors and executive officers as a group (17
persons).................................................. 10,791,338 46.0
- ---------------
* Less than one (1%) percent.
(1) Consists of shares of common stock issuable upon the exercise of stock
options.
(2) Includes 441,500 shares of common stock issued to Maloney GRAT, an entity
controlled by Mr. Maloney, and options to purchase 17,500 shares of common
stock.
(3) Includes 2,000,000 shares of common stock issued to RMU Management LLC, an
entity controlled by Mr. Unnold, 18,708 shares of common stock issuable
upon the exercise of warrants at an exercise price of $3.50 per share held
by Mr. Unnold as custodian for the benefit of his two minor children and
options to purchase 17,500 shares of common stock.
(4) Includes 100,000 shares of common stock issued to the Donald F. Christino
2000 Qualified GRAT, an entity controlled by Mr. Christino, a total of
6,000 shares owned by sisters of Mr. Christino, 15,429 shares of common
stock issuable upon the exercise of warrants at an exercise price of $3.50
per share and options to purchase 7,500 shares of common stock.
(5) Includes options to purchase 7,500 shares of common stock.
(6) Includes options to purchase 70,833 shares of common stock.
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(7) Includes options to purchase 13,021 shares of common stock.
(8) Consists of 421,500 shares of common stock and 216,219 shares of common
stock issuable upon the exercise of warrants at a weighted average exercise
price of $3.05 per share held by Apex Investment Fund III, L.P. and Apex
Strategic Partners, LLC. Mr. Johnson is a director of i3 Mobile and
President of Stellar Investment Co., the Managing Member of Apex Management
Ill, LLC, which is the General Partner of Apex Investment Fund III, L.P.
and the Managing Member of Apex Strategic Partners, LLC. Mr. Johnson
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interest therein. Also includes options to purchase 7,500 shares
of common stock.
(9) Consists of 4,821,600 shares of common stock held by BG Media Investors
L.P. Mr. Grimes is a director of i3 Mobile and Managing Member of BG Media
Investors LLC, the General Partner of BG Media Investors L.P. Mr. Grimes
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interest therein. Also includes options to purchase 7,500 shares
of common stock.
(10) Includes options to purchase 25,000 shares of common stock.
(11) Includes 234,465 shares of common stock issuable upon the exercise of
warrants at an exercise price of $3.00 per share and 350,000 shares of
common stock issuable upon the exercise of warrants at an exercise price of
$3.50 per share.
COMPLIANCE WITH 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers and persons who own more than ten percent of
the common stock to file with the Securities and Exchange Commission initial
reports of beneficial ownership on Form 3 and reports of changes in beneficial
ownership on Form 4 or Form 5. Directors, executive officers and greater than
ten percent stockholders are required to furnish us with copies of all such
forms that they file.
To our knowledge, based solely on the review of such forms furnished to us
and written representations that no other reports are required, we believe that
during fiscal 2000, our directors, executive officers and greater than ten
percent stockholders complied with all applicable Section 16(a) filing
requirements.
EXECUTIVE OFFICERS
The names and ages of our executive officers as of April , 2001 are as
follows:
EXECUTIVE OFFICERS AGE POSITION
- ------------------ --- --------
John A. Lack.............................. 56 President and Chief Executive Officer
Stephen G. Maloney........................ 44 Chairman of the Board of Directors and Chief
Strategist
Michael P. Neuscheler..................... 40 Executive Vice President and Chief Financial Officer
John J. McMenamin......................... 46 Executive Vice President, Sales
Wes Trager................................ 48 Senior Vice President and Chief Technology Officer
Glen M. Morgan............................ 43 Senior Vice President, Sales
Alan Katzman.............................. 41 Vice President, Administration and General Counsel
Richard J. Rutkowski...................... 49 Vice President, Systems and Technology
Michael Forbes............................ 39 Vice President, Marketing
Jeffrey N. Klein.......................... 51 Vice President
For a biographical summary of Messrs. Lack and Maloney, see "Election of
Directors."
MICHAEL P. NEUSCHELER has served as our Executive Vice President and Chief
Financial Officer since January 2000. From June 1999 to December 1999, Mr.
Neuscheler was Chief Financial Officer of International Telecommunications Data
Systems, Inc., a provider of billing solutions to the wireless
telecommunications industry. From January 1998 to June 1999, he was Vice
President and Chief Financial Officer of Collegiate Health Care, Inc., a
provider of management services to student health centers at colleges and
universities. From May 1994 to December 1997, he was Executive Vice President
and Chief
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Financial Officer of Professional Sports Care Management, Inc., a provider of
outpatient orthopedic rehabilitation services. From 1982 to 1994, Mr. Neuscheler
served in various capacities with Ernst & Young LLP. Mr. Neuscheler is a
Certified Public Accountant.
JOHN MCMENAMIN has served as our Executive Vice President, Sales and
Marketing since February 2001. From December 1999 to November 2000, Mr.
McMenamin served in a similar capacity with NBC Internet, Inc. From June 1999 to
December 1999, Mr. McMenamin served as Vice President General Manager of
Sponsorship for iVillage.com. From December 1997 to August 1998, Mr. McMenamin
served as President and Chief Executive Officer of C3 Communications, Inc., an
interactive media company. From 1991 through 1997, Mr. McMenamin served in
various positions at TimeWarner/Turner and most recently held the position of
President of Turner Private Networks. Mr. McMenamin holds a M.B.A. and
certificate degree in business law from the Stillman Graduate School of Business
Administration at Seton Hall University and a B.A. from St. Anselm's College.
WES TRAGER has served as our Chief Technology Officer since December 2000.
From April 1998 to December 2000 he served as Vice President of Engineering for
Global Payment Technologies (GPT), a technology solutions provider for the
gaming industry, and from November 1998 to November 2000 he served as technology
chairman for the Gaming Manufacturers Association. Additionally, from March 1993
to April 1997 he served as Vice President of Advanced Technologies for Acclaim
Entertainment, where he was instrumental in creating innovative, award-winning
motion capture technologies for the interactive video game and entertainment
industries. This technology has earned top honors at technical conferences
around the world, including SIGGRAPH (USA), NICOGRAPH (Japan), IMAGINA (France),
and LEAF (London).
GLEN M. MORGAN has served as our Senior Vice President, Sales since April
2001. From November 2000 to March 2001, Mr. Morgan served as the Executive Vice
President Sales and Marketing for Wizion.com, Inc., a company that offers a
broad range of voice-directed applications for enabling content, commerce,
communications and customer service via the telephone. From June 2000 to
November 2000, he held a similar position with GiantBear, Inc. Prior to that
from May 1998 to June 2000, Mr. Morgan was Vice President of Sales for
@mobile.com and from January 1992 and May 1998 he served as Director of Sales
for Ericsson Wireless Communications Division.
ALAN KATZMAN has served as our General Counsel since March 1999 and Vice
President, Administration since March 2001. From April 1996 to February 1999,
Mr. Katzman served as corporate counsel and business development executive to
Corechange, Inc., a company that markets an e-business enterprise access
framework. From January 1993 to January 1996, he served in similar capacities at
Candle Corporation, an independent software vendor. Prior to that he served as
in-house counsel to Allen Systems Group, Inc. and On-Line Software
International, Inc., independent software vendors.
RICHARD J. RUTKOWSKI has served as our Vice President of Technology and
Systems since March 1999. From June 1996 to December 1998, Mr. Rutkowski was the
Director of Software Systems Development at Gerber Coburn, Inc., a company that
provides production equipment software systems for the ophthalmic industry. From
January 1986 to May 1996, he served in a number of capacities at Pitney Bowes,
Inc., a provider of fax and copier systems, business outsourcing and digital
document management, including Director of Engineering -- Product Development,
Engineering Manager -- Scale Based Products and Engineering Manager -- Systems.
MICHAEL FORBES has served as our Vice President of Marketing since February
1999. From August 1996 until February 1999, Mr. Forbes was our Director of
Marketing. Prior to joining us, from August 1989 to July 1996, Mr. Forbes worked
for Columbia House Company, a direct retailer of various entertainment products
in a number of capacities, including Creative Director for Columbia House's
Video Club and Director of Sales Promotion for Columbia House's Music Club.
JEFFREY N. KLEIN is a Vice President and served as our Vice President of
Research and Development from January 1999 to December 2000. From June 1992 to
December 1998, he served as our Vice President of
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Technical Development. From September 1989 to May 1992, Mr. Klein was President
of Jeff Klein Aviation, a company that developed the Pilot Weather Service, the
predecessor of i3 Mobile's Weather Alert Service.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth information for each of the fiscal years
ended December 31, 2000, 1999 and 1998 concerning compensation of all
individuals serving as our chief executive officer during the fiscal year ended
December 31, 2000 and the four most highly compensated executive officers (other
than CEO) who were employed by us during fiscal 2000:
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS
--------------------------- ---- --------- -------- ------------
John A. Lack............................... 2000 34,041 50,000 765,000(5)
President and Chief Executive Officer(1)
Stephen G. Maloney......................... 2000 225,000 52,500
Chairman of the Board of Directors(2) 1999 150,000 12,000
and Chief Strategist 1998 126,810 7,500 12,500(6)
Robert M. Unnold........................... 2000 175,000 52,500
Vice-Chairman of the Board of
Directors(3) 1999 150,000 12,000
1998 126,810 7,500 12,500(6)
Michael P. Neuscheler...................... 2000 150,000 0 200,000(7)
Executive Vice President and Chief
Financial Officer
Alan Katzman............................... 2000 136,874 0 15,000(8)
Vice President, Administration and
General Counsel 1999 99,479 0 23,500(9)
Richard Rutkowski.......................... 2000 136,416 0 5,000(10)
Vice President, Systems and Technology 1999 95,500 0 23,500(9)
Donald Rossi............................... 2000 125,000 68,750 25,000(11)
Vice President, Sales(4) 1999 33,333 3,750 50,000(12)
- ---------------
(1) Mr. Lack was appointed President and Chief Executive Officer on November
20, 2000.
(2) Mr. Maloney served as Chief Executive Officer from September 1999 and
President from 1991 until November 20, 2000.
(3) Mr. Unnold served as Chairman of the Board of Directors from September 1999
until November 20, 2000 and Chief Executive Officer from 1991 until
September 1999.
(4) Mr. Rossi's employment terminated on December 31, 2000.
(5) Represents options to purchase 15,000 shares of our common stock at $5.63
per share, 250,000 shares of our common stock at $5.03 per share, 250,000
shares of our common stock at $7.03 per share and 250,000 shares of our
common stock at $9.03 per share.
(6) Represents options to purchase shares of our common stock at $2.61 per
share.
(7) Represents options to purchase shares of our common stock at $7.92 per
share.
(8) Represents options to purchase 5,000 shares of our common stock at $15.00
per share and 10,000 shares of our common stock at $8.75 per share.
(9) Represents options to purchase 5,000 shares of our common stock at $3.11
per share and 18,500 shares of our common stock at $4.00 per share.
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(10) Represents options to purchase 5,000 shares of our common stock at $15.00
per share.
(11) Represents options to purchase 12,500 shares of our common stock at $15.00
per share and 12,500 shares of our common stock at $8.75 per share.
(12) Represents options to purchase 50,000 shares of our common stock at $4.00
per share.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
The following table shows information regarding options granted to the
named executive officers during the year ended December 31, 2000, We have not
granted any stock appreciation rights. None of the named executive officers
exercised any stock options during fiscal 2000.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
PERCENT OF OF STOCK PRICE
NUMBER OF TOTAL OPTIONS APPRECIATION FOR
SECURITIES GRANTED TO EXERCISE OR OPTION TERM(6)
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME OPTIONS(1) FISCAL YEAR(2) ($/SH)(3)(4) DATE(5) 5% 10%
- ---- ---------- -------------- ------------ ---------- --------- ---------
John A. Lack.............. 15,000 * 5.63 2010
250,000 16.16% 5.03 2010
250,000 16.16% 7.03 2010
250,000 16.16% 9.03 2010
Stephen G. Maloney........ -- -- -- --
Robert M. Unnold.......... -- -- -- --
Michael P. Neuscheler..... 200,000 12.93% 7.92 2010
Alan Katzman.............. 5,000 * 15.00 2010
10,000 * 8.75 2010
Richard Rutkowski......... 5,000 * 15.00 2010
Donald G. Rossi........... 12,500 * 15.00 2001(7)
12,500 * 8.75 2001(7)
- ---------------
* Less than one (1%) percent.
(1) All options were granted under our 1995 and 2000 Stock Incentive Plans. All
options were incentive stock options that vest in either monthly
installments after the initial annual period or in annual installments over
either three of four years, subject to immediate vesting in the event of a
change in control of our company.
(2) Based upon options to purchase an aggregate of 1,547,050 shares of our
common stock granted to employees in 2000.
(3) Certain of these options resulted in deferred compensation that will be
recognized over the vesting period.
(4) This figure represents the weighted average exercise price per share.
(5) The options have ten year terms, subject to earlier termination upon death,
disability or termination of employment.
(6) We recommend caution in interpreting the financial significance of the
figures representing the potential realizable value of the stock options.
They are calculated by multiplying the number of options granted by the
difference between a future hypothetical stock price and the option exercise
price and are shown pursuant to rules of the SEC. They assume that the fair
value of the common stock appreciates 5% or 10% each year based on the value
at date of grant, compounded annually, for ten years (the term of each
option). They are not intended to forecast possible future appreciation, if
any, of our stock price or to establish a present value of options. Also, if
appreciation does occur at the 5% or 10% per year rate, the amounts shown
would not be realized by the recipients until the year 2010. Depending on
inflation rates, these amounts may be significantly less in 2009, in real
terms, than their value today.
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(7) Mr. Rossi's employment terminated on December 31, 2000. All unvested options
were immediately terminated and all vested options have terminated
unexercised.
AGGREGATE YEAR-END OPTION VALUES
(DECEMBER 31, 2000)
VALUE OF UNEXERCISED
{NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL YEAR-END(#) OPTIONS AT FISCAL YEAR-END($)
------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------------- ------------ --------------
John A. Lack............................... -- 750,000 -- --
Stephen G. Maloney......................... 17,500 7,500
Robert M. Unnold........................... 17,500 7,500
Michael P. Neuscheler...................... 50,000 150,000 -- --
Alan Katzman............................... 12,500 26,000 1,780 2,670
Richard Rutkowski.......................... 12,500 16,000 1,780 2,670
Donald G. Rossi............................ 28,125 46,875 -- --
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
We entered into an employment agreement with John A. Lack, our President
and Chief Executive Officer, dated as of November 20, 2000. The agreement will
expire on December 31, 2003 but will automatically renew for additional one-year
periods unless we give notice of termination at least 90 days before the
expiration of the term. Mr. Lack will receive an annual base salary of $300,000,
subject to annual review by the Board of Directors. We paid Mr. Lack a one-time
signing bonus of $50,000, and he is eligible to receive a bonus equal to 50% of
his base salary upon our meeting certain agreed upon performance targets.
We previously entered into an employment agreement with Stephen G. Maloney
dated as of January 1, 1999 and amended as of September 1, 1999 for Mr. Maloney
to serve as our President and Chief Executive Officer. This agreement was
amended as of November 20, 2000 at which time Mr. Maloney became Chairman of the
Board of Directors and Chief Strategist. Mr. Maloney subsequently entered into a
new employment agreement effective January 1, 2001. This agreement will expire
on December 31, 2003 but will automatically renew for additional one-year
periods unless we give notice of termination at least 90 days before the
expiration of the term. Pursuant to the agreement, Mr. Maloney will receive an
annual salary of $300,000, subject to annual review by the Board of Directors.
We entered into an employment agreement dated as of January 1, 1999 and
amended as of September 1, 1999 and November 20, 2000 with Robert M. Unnold. Mr.
Unnold served as our Chief Executive Officer until September 1999, and our
Chairman of the Board of Directors from September 1999 until November 20, 2000
at which time he assumed the duties of Vice Chairman of the Board of Directors.
The agreement will expire on December 31, 2001 but will automatically renew for
additional one-year periods unless we give notice of termination at least 90
days before the expiration of the term. Pursuant to the agreement, Mr. Unnold
will receive an annual salary of not less than $175,000.
We entered into an employment agreement dated as of January 10, 2000 with
Michael P. Neuscheler, our Executive Vice President and Chief Financial Officer.
The agreement will expire on January 9, 2003 but will automatically renew for
additional one-year periods unless we give notice of termination at least 90
days before the expiration of the term. Pursuant to the agreement, Mr.
Neuscheler will receive an annual salary of not less than $150,000. If he meets
certain performance goals, Mr. Neuscheler is entitled to receive incentive
compensation of up to 50% of his base salary.
Under the employment agreements with Messrs. Lack, Maloney, Unnold and
Neuscheler, we have the right to terminate each agreement at any time and for
any reason. If we do so without cause, or if any individual terminates his
agreement for "good reason," however, we must continue to pay salary and
benefits until the later of 18 months from the date of termination or the
balance of the term. We are also obligated to
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pay a similar severance benefit upon the disability of each individual. We
maintain separate key-man insurance policies of $2,000,000 for each of Messrs.
Lack and Maloney.
We entered into an employment agreement dated as of September 1, 2000 with
Alan Katzman, our Vice President, Administration and General Counsel. The
agreement will expire on September 1, 2002 but will automatically renew for
additional one-year periods unless we give notice of termination at least 90
days before the expiration of the term. Pursuant to the agreement, Mr. Katzman
will receive an annual salary of not less than $140,000. If he meets certain
performance goals, Mr. Katzman is entitled to receive incentive compensation of
up to 35% of his base salary. We have the right to terminate Mr. Katzman's
employment agreement at any time and for any reason. If we do so without cause,
or if Mr. Katzman terminates his agreement for "good reason," however, we must
continue to pay salary and benefits until the later of 12 months from the date
of termination or the balance of the term. We are also obligated to pay a
similar severance benefit upon the disability of Mr. Katzman.
We entered into an employment agreement dated as of December 21, 2000 with
Wes Trager, our Chief Technology Officer. The agreement will expire on December
21, 2002 but will automatically renew for additional one-year periods unless we
give notice of termination at least 90 days before the expiration of the term.
Pursuant to his agreement, Mr. Trager will receive an annual salary of not less
than $200,000. We paid Mr. Trager a one-time signing bonus of $25,000. If he
meets certain performance goals, Mr. Trager is entitled to receive incentive
compensation of up to 35% of his base salary. We have the right to terminate Mr.
Trager's employment agreement at any time and for any reason. If we do so
without cause, or if Mr. Trager terminates his agreement for "good reason,"
however, we must continue to pay salary and benefits for 6 months from the date
of termination. We are also obligated to pay a similar severance benefit upon
the disability of Mr. Trager.
We entered into an employment agreement dated as of February 21, 2001 with
John McMenamin, our Executive Vice President, Sales. The agreement will expire
on February 21, 2003 but will automatically renew for additional one-year
periods unless we give notice of termination at least 90 days before the
expiration of the term. Pursuant to the agreement, Mr. McMenamin will receive an
annual salary of not less than $250,000. We paid Mr. McMenamin a one-time
signing bonus of $25,000. If he meets certain performance goals, Mr. McMenamin
is entitled to receive incentive compensation of up to 50% of his base salary.
We have the right to terminate Mr. McMenamin's employment agreement at any time
and for any reason. If we do so without cause, or if Mr. McMenamin terminates
his agreement for "good reason," however, we must continue to pay salary and
benefits until the later of 12 months from the date of termination or the
balance of the term. We are also obligated to pay a similar severance benefit
upon the disability of Mr. McMenamin.
We entered into an employment agreement dated as of April 3, 2001 with Glen
Morgan, our Senior Vice President, Sales. The agreement will expire on April 3,
2003 but will automatically renew for additional one-year periods unless we give
notice of termination at least 90 days before the expiration of the term.
Pursuant to the agreement, Mr. Morgan will receive an annual salary of not less
than $200,000. We paid Mr. Morgan a one-time signing bonus of $15,000. If he
meets certain performance goals, Mr. Morgan is entitled to receive incentive
compensation of up to 50% of his salary. We have the right to terminate Mr.
Morgan's employment agreement at any time and for any reason. If we do so
without cause, or if Mr. Morgan terminates his agreement for "good reason,"
however, we must continue to pay salary and benefits until the later of 12
months from the date of termination or the balance of the term. We are also
obligated to pay a similar severance benefit upon the disability of Mr. Morgan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Christino, Dale, Grimes and Maloney served as members of our
Compensation Committee during fiscal 2000. None of our executive officers has
served as a member of the compensation committee, or other committee serving an
equivalent function, of any other entity, whose executive officers served as a
director of or a member of our Compensation Committee.
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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Compensation Committee of the Board is responsible for
determining and administering our compensation policies for the remuneration of
our executive officers. The Compensation Committee annually evaluates individual
and corporate performance from both a short-term and long-term perspective.
SALARIES. The policy is to provide salaries (i) that are approximately at
the median of the salaries paid to similar executive officers in similar
companies, adjusted in the Compensation Committee's or the Board of Director's
subjective judgment to reflect differences in duties of the officers and
differences in the size and stage of development of the companies, in order to
attract and retain qualified executives and (ii) that compensate individual
employees for their individual contributions and performance. The Compensation
Committee or the Board of Directors determines comparable salaries paid by other
companies similar to us through its subjective evaluation of its members'
knowledge of salaries paid by other companies, any studies conducted about our
industry, salary requests of individuals interviewed by us for open positions
and recommendations of management. The Compensation Committee or the Board of
Directors subjectively evaluates this information and our financial resources
and prospects to determine the salary and severance arrangements for an
executive officer.
COMPONENTS OF EXECUTIVE COMPENSATION. Historically, our executive
employees have received cash-based and equity-based compensation.
Cash-Based Compensation. Base salary represents the primary cash component
of an executive employee's compensation and is determined by evaluating the
responsibilities associated with an employee's position and the employee's
overall level of experience. In addition, the Compensation Committee, in its
discretion, may award bonuses. The Compensation Committee and the Board of
Directors believe that our management and employees are best motivated through
stock option awards and cash incentives.
Equity-Based Compensation. Equity-based compensation principally has been
in the form of stock options. The Compensation Committee and the Board of
Directors believe that stock options represent an important component of a
well-balanced compensation program. Because stock option awards provide value
only in the event of share price appreciation, stock options enhance
management's focus on maximizing long-term stockholder value and thus provide a
direct relationship between an executive's compensation and the stockholders'
interests. No specific formula is used to determine stock option awards for an
employee. Rather, individual award levels are based upon the subjective
evaluation of each employee's overall past and expected future contributions to
our success. Stock options granted from time to time to our executive employees,
including the Named Executive Officers, under our Incentive Stock Plans
generally provide for acceleration of vesting in the event of a change in
control of our company.
EMPLOYMENT AGREEMENTS AND MISCELLANEOUS PERSONAL BENEFITS. The
Compensation Committee's and the Board of Director's policy has been to have
employment agreements with certain of its executive officers to provide them
with specified minimum positions, periods of employment, salaries, fringe
benefits and severance benefits. These benefits are intended to permit the
executive officer to focus his attention on performing his duties, rather than
on the security of his employment, and to provide the officer with benefits
deemed by the Compensation Committee or the Board to be suitable for the
executive's office.
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COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The philosophy, factors and criteria of the Compensation Committee and the
Board generally applicable to our officers are also applicable to the Chief
Executive Officer. Mr. Lack, our President and Chief Executive Officer since
November 20, 2000, agreed to receive a base salary of $300,000, together with a
bonus, benefits and key-man life insurance.
COMPENSATION COMMITTEE
STEPHEN G. MALONEY
J. WILLIAM GRIMES
KERRY J. DALE
DONALD F. CHRISTINO
REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to our
audited financial statements for the fiscal year ended December 31, 2000.
The Audit Committee has reviewed and discussed our audited financial
statements with management. The Audit Committee has discussed with
PricewaterhouseCoopers LLP, our independent accountants, the matters required to
be discussed by Statement of Auditing Standards No. 61, Communications with
Audit Committees which includes, among other items, matters related to the
conduct of the audit of our financial statements. The Audit Committee has also
received written disclosures and the letter from PricewaterhouseCoopers LLP
required by Independence Standards Board Standard No. 1, which relates to the
accountant's independence from us and our related entities, has considered the
compatibility of nonaudit services with the auditors' independence and discussed
with PricewaterhouseCoopers LLP their independence from us.
The Audit Committee acts pursuant to the Audit Committee Charter, a copy of
which is attached as Appendix C to this proxy statement. Each of the members of
the Audit Committee qualifies as an "independent" director under the current
listing standards of the National Association of Securities Dealers.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board that our audited financial statements be included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
AUDIT COMMITTEE
JAMES A. JOHNSON
W. PETER DANIELS
KERRY J. DALE
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STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following Performance Graph compares our performance with that of the
Nasdaq Stock Market -- Computer Index and the Nasdaq Stock
Market -- Telecommunications Index, each of which is a published industry index.
The comparison of the cumulative total return to stockholders for each of the
periods assumes that $100 was invested on April 6, 2000 (the effective date our
common stock was registered under the Securities Exchange Act of 1934, as
amended), in our common stock and in the Nasdaq Stock -- Computer Index and the
Nasdaq Stock Market -- Telecommunications Index and that all dividends were
reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT SINCE APRIL 6, 2000
[LINE GRAPH]
NASDAQ
I3 MOBILE TELECOMMUNICATIONS STOCKS NASDAQ COMPUTER INDEX
--------- ------------------------- ---------------------
4/6/00 100.00 100.00 100.00
Apr-00 117.19 88.37 90.72
May-00 49.22 74.90 79.52
Jun-00 114.84 86.41 94.34
Jul-00 82.81 79.53 90.31
Aug-00 56.63 82.52 101.83
Sep-00 42.19 72.44 85.47
Oct-00 34.00 61.94 75.40
Nov-00 25.00 45.98 59.55
Dec-00 25.00 45.99 52.12
Our closing price on December 29, 2000, the last trading day of fiscal
2000, was $4.00 per share.
OTHER MATTERS
The Board knows of no other matters which are likely to be brought before
the meeting. If, however, any other matters are properly brought before the
meeting, the persons named in the enclosed proxy or their substitutes shall vote
thereon in accordance with their judgment pursuant to the discretionary
authority conferred by the form of proxy.
Our Annual Report, including certain financial statements, consisting of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2000, is
being mailed concurrently with this proxy statement to all persons who were
holders of record of common stock at the close of business on March 30, 2001,
which is the record date for voting purposes.
Upon the written request of any stockholder, we will provide, without
charge, a copy of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000. Written requests for such report should be directed to our
General Counsel, 181 Harbor Drive, Stamford, Connecticut 06902.
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STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Stockholders who wish to present proposals at the 2002 annual meeting of
stockholders and who wish to have their proposals presented in the proxy
statement distributed by the Board in connection with such annual meeting must
submit their proposals in writing, to the attention of our General Counsel, on
or before November 30, 2001.
By Order of the Board of Directors
ALAN KATZMAN
Secretary
Stamford, Connecticut
April , 2001
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APPENDIX A
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
i3 MOBILE, INC.
------------------------
PURSUANT TO SECTIONS 228 AND 242 OF THE
DELAWARE GENERAL CORPORATION LAW
------------------------
i3 MOBILE, INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the Delaware General Corporation Law, hereby certifies:
1. The Certificate of Incorporation of the Corporation shall be amended as
follows:
An Article TENTH shall be added to the Corporation's Certificate of
Incorporation which shall read in its entirety as follows:
TENTH. (1) The number of directors constituting the entire Board of
Directors shall be fixed from time to time exclusively by resolution passed by a
majority of the whole Board of Directors, which shall in no event cause the term
of any incumbent director to be shortened or cause a decrease in the number of
classes of directors except as required by law. The Board of Directors shall be
divided into three classes, designated Classes I, II and III, with three (3)
directors in each class. Initially, directors of Class I shall be elected to
hold office for a term expiring at the annual meeting of stockholders in 2002,
directors of Class II shall be elected to hold office for a term expiring at the
annual meeting of stockholders in 2003, and directors of Class III shall be
elected to hold office for a term expiring at the annual meeting of stockholders
in 2004. At each annual meeting of stockholders following the initial
classification and election, the respective successors of each class shall be
elected for three-year terms.
(2) Newly created directorships resulting from any increase in the number
of directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
vote of the Board of Directors; and if the number of directors then in office is
less than a quorum, then newly-created directorships and vacancies shall be
filled by the vote of a majority of the remaining directors then in office. When
the Board of Directors fills a vacancy, the director chosen to fill the vacancy
shall be of the same class as the director he or she succeeds and shall hold
office for the term of a director or that class and until his or her successor
shall have been elected and qualified.
(3) In addition to any requirements of law and any other provisions of this
Certificate of Incorporation (and notwithstanding the fact that a lesser
percentage may be specified by law or this Certificate of Incorporation), the
affirmative vote of the holders of 66 2/3% or more of the combined voting power
of the then outstanding shares of all classes and series of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend, alter or repeal, or
adopt any provision inconsistent with, this Article TENTH of the Certificate of
Incorporation. Subject to the foregoing provisions of this Article TENTH, the
Corporation reserves the right to amend, alter or repeal any provision contained
in this Certificate of Incorporation, in the manner now or hereafter prescribed
by statute, and all rights conferred upon stockholders herein are subject to
this reservation.
2. The Board of Directors of the Corporation duly adopted a resolution
setting forth the amendment set forth above, declaring its advisability and
directing that the amendment be considered at the next annual meeting of the
stockholders of the Corporation entitled to vote in respect thereof. The
amendment has been duly adopted by vote of the holders of a majority of the
outstanding stock entitled to vote thereon and a majority of outstanding stock
of each class entitled to vote thereon as class, in accordance with Section
242(b) of the General Corporation Law of the State of Delaware.
28
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on May 23, 2001.
i3 MOBILE, INC.
By:
--------------------------------------
John A. Lack
President and Chief Executive
Officer
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APPENDIX B
AUDIT COMMITTEE CHARTER
ORGANIZATION
There shall be a committee of the Board of Directors to be known as the
Audit Committee. The Audit Committee of the Board of Directors shall be
comprised of three directors who are independent of management of i3 Mobile,
Inc. (the "Company"). All Audit Committee members will be financially literate,
and at least one member will have accounting or related financial management
expertise.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the directors in fulfilling
their responsibility to the stockholders, potential stockholders, and investment
community relating to the oversight and monitoring of corporate accounting and
reporting practices of the Company, as well as the quality and integrity of
financial reports of the Company. In so doing, it is the responsibility of the
Audit Committee to maintain free and open communication between the directors,
the independent auditors, the internal auditors, and the financial management of
the Company.
FREQUENCY OF MEETINGS
The Audit Committee will meet at least four times each year or more
frequently as deemed necessary to perform its required duties. The Audit
Committee may ask members of management or others to attend the meeting and
provide pertinent information as necessary.
RESPONSIBILITIES
The Audit Committee believes its policies and procedures should remain
flexible, in order to best assist the Board in fulfilling its oversight
responsibilities reviewing: (1) financial reporting functions and related
financial information that will be provided to the stockholders and others, (2)
the Company's external and internal audit processes, and (3) systems of internal
control and compliance.
DUTIES OF THE AUDIT COMMITTEE
In carrying out these responsibilities, the Audit Committee will be
responsible for:
A. Financial Reporting and Related Financial Information
- For as long as the Company becomes a publicly held company subject to the
reporting requirements under the Exchange Act of 1934, as amended, review
the quarterly financial statements and related Management's Discussion
and Analysis ("MD&A") with financial management and the independent
auditors prior to the filing of the Form 10-Q to determine that the
independent auditors do not take exception to the disclosure and content
of the financial statements, and discuss any other matters required to be
communicated to the Audit Committee by the auditors. The Chairman of the
Audit Committee, if one is designated, may represent the entire Audit
Committee for purposes of this review.
- For as long as the Company becomes a publicly held company subject to the
reporting requirements under the Exchange Act of 1934, as amended, review
the financial statements, auditor's opinion and MD&A contained in the
annual report to stockholders prior to the filing of the Form 10-K with
management and the independent auditors to determine that the independent
auditors are satisfied with the disclosure and content of the financial
statement to be presented to the stockholders.
- Review with financial management and the independent auditors the results
of their timely analysis of significant financial reporting issues and
practices, including changes in, or adoptions of, accounting principles
and disclosure practices, and discuss any other matters required to be
communicated to the Audit Committee by the auditors. Also review with
financial management and the independent
30
auditors their judgments about the quality, not just acceptability, of
accounting principles and the clarity of the financial disclosure
practices used or proposed to be used, and particularly, the degree of
aggressiveness or conservatism of the Company's accounting principles and
underlying estimates, and other significant decisions made in preparing
the financial statements.
External and Internal Audit Processes
- Inquire of management, the internal auditor, and the independent auditors
about significant risks or exposures and assess the steps management has
taken to minimize such risks to the Company.
- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company.
- Have a clear understanding with the independent auditors that they are
ultimately accountable to the Board of Directors and the Audit Committee,
as the stockholders' representatives, who have the ultimate authority in
deciding to engage, evaluate, and if appropriate, terminate their
services.
- Meet with the independent auditors and financial management of the
Company to review and approve the scope of the proposed audit and timely
quarterly reviews for the current year, the procedures to be utilized and
the independent auditor's compensation (including fees for non-audit
services).
- Review, at the conclusion of the annual audit and quarterly reviews, the
independent auditors' summary of significant accounting, auditing and
internal control issues identified, along with recommendations and
management's corrective action plans (management letter). Such review
should also address any significant changes to the original audit plan
and any serious disputes with management during the audit or review.
Management should notify the Audit Committee when it seeks a second
opinion on a significant accounting issue.
- On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional
services as required by Independence Standards Board Standard No. 1:
Independence Discussions with Audit Committees. In addition, review with
the independent auditors the nature and scope of any disclosed
relationships or professional services and take, or recommend that the
Board of Directors take appropriate action to ensure the continuing
independence of the auditors.
- Review and concur with management's appointment, termination, or
replacement of the director of internal audit.
- Review the internal audit function of the Company including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year and the coordination of such plans with
the independent auditors.
- Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit
plan, with explanations for any deviations from the original plan.
- Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the Audit Committee without members of
management present. Among the items to be discussed in these meeting are
the independent auditors' evaluation of the Company's financial,
accounting, and auditing personnel, and the cooperation that the
independent auditors received during the course of audit.
Internal Control and Compliance
- Review with the independent auditors, the Company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal controls or
particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the
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31
adequacy of internal controls to expose any payments, transactions, or
procedures that might be deemed illegal or otherwise improper.
- Review reports received from regulators and other legal and regulatory
matters that may have a material effect on the financial statements or
related Company compliance policies.
Reporting by the Audit Committee and Other Matters
- Report the results of the annual audit to the Board of Directors. If
requested by the Board, invite the independent auditors to attend the
full Board of Directors meeting to assist in reporting the results of the
annual audit or to answer other directors' questions.
- Minutes of all meeting will be maintained and approved by the Audit
Committee and shall be submitted to the Board of Directors for
discussion.
- Review accounting and financial human resources and succession planning
within the Company.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
- Obtain the full Board of Directors' approval of this Charter and review
and reassess this Charter as conditions dictate at least annually.
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APPENDIX C
I3 MOBILE, INC. 2000 AMENDED STOCK INCENTIVE PLAN
(AMENDED PROVISIONS IN BOLD TYPE)
1. ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS
i3 Mobile, Inc. hereby establishes the i3 Mobile, Inc. 2000 Stock Incentive
Plan (the "Plan"). The purpose of the Plan is to promote the long-term growth
and profitability of i3 Mobile, Inc. (the "Corporation") by (i) providing key
people with incentives to improve stockholder value and to contribute to the
growth and financial success of the Corporation and (ii) enabling the
Corporation to attract, retain and reward the best-available persons for
positions of substantial responsibility.
The Plan permits the granting of stock options (including incentive stock
options qualifying under Code section 422 and nonqualified stock options), stock
appreciation rights, restricted or unrestricted stock awards, phantom stock,
performance awards or any combination of the foregoing.
2. DEFINITIONS
Under this Plan, except where the context otherwise indicates, the
following definitions apply:
(a) "Affiliate" shall mean any entity, whether now or hereafter existing,
which controls, is controlled by, or is under common control with, the
Corporation (including, but not limited to, joint ventures, limited liability
companies and partnerships). For this purpose, "control" shall mean ownership of
50% or more of the total combined voting power or value of all classes of stock
or interests of the entity.
(b) "Award" shall mean any stock option, stock appreciation right, stock
award, phantom stock award or performance award.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.
(e) "Common Stock" shall mean shares of common stock of the Corporation,
par value $0.01 per share.
(f) "Fair Market Value" shall mean, with respect to a share of the
Corporation's Common Stock for any purpose on a particular date, the value
determined by the Administrator in good faith. However, if the Common Stock is
registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended, "Fair Market Value" shall mean, as applicable, either (i) the closing
price or the average of the high and low sale price on the relevant date, as
determined in the Administrator's discretion, quoted on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market; (ii) the
last sale price on the relevant date quoted on the Nasdaq SmallCap Market; (iii)
the average of the high bid and low asked prices on the relevant date quoted on
the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc.
or a comparable service as determined in the Administrator's discretion; or (iv)
if the Common Stock is not quoted by any of the above, the average of the
closing bid and asked prices on the relevant date furnished by a professional
market maker for the Common Stock, or by such other source, selected by the
Administrator. If no public trading of the Common Stock occurs on the relevant
date, then Fair Market Value shall be determined as of the next preceding date
on which trading of the Common Stock does occur. For all purposes under this
Plan, the term "relevant date" as used in this Section 2.1(f) shall mean either
the date as of which Fair Market Value is to be determined or the next preceding
date on which public trading of the Common Stock occurs, as determined in the
Administrator's discretion.
(g) "Grant Agreement" shall mean a written document memorializing the terms
and conditions of an Award granted pursuant to the Plan and shall incorporate
the terms of the Plan.
(h) "Parent" shall mean a corporation, whether now or hereafter existing,
within the meaning of the definition of "parent corporation" provided in Code
section 424(e), or any successor thereto.
(i) "Subsidiary" and "subsidiaries" shall mean only a corporation or
corporations, whether now or hereafter existing, within the meaning of the
definition of "subsidiary corporation" provided in Section 424(f) of the Code,
or any successor thereto.
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3. ADMINISTRATION
(a) Administration of the Plan. The Plan shall be administered by the
Board or by such committee or committees as may be appointed by the Board from
time to time (the Board, committee or committees hereinafter referred to as the
"Administrator").
(b) Powers of the Administrator. The Administrator shall have all the
powers vested in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the Plan, prescribe
Grant Agreements evidencing such Awards and establish programs for granting
Awards.
The Administrator shall have full power and authority to take all other
actions necessary to carry out the purpose and intent of the Plan, including,
but not limited to, the authority to: (i) determine the eligible persons to
whom, and the time or times at which, Awards shall be granted; (ii) determine
the types of Awards to be granted; (iii) determine the number of shares to be
covered by or used for reference purposes for each Award; (iv) impose such
terms, limitations, restrictions and conditions upon any such Award as the
Administrator shall deem appropriate; (v) modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute
new Awards (provided, however, that, except as provided in Section 7(d) of the
Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (vi) accelerate or
otherwise change the time in which an Award may be exercised or becomes payable
and waive or accelerate the lapse, in whole or in part, of any restriction or
condition with respect to such Award, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of an
Award following termination of any grantee's employment; and (vii) establish
objectives and conditions, if any, for earning Awards and determining whether
Awards will be paid after the end of a performance period.
The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer and interpret the Plan and to adopt and
interpret such rules, regulations, agreements, guidelines and instruments for
the administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable.
(c) Non-Uniform Determinations. The Administrator's determinations under
the Plan (including, without limitation, determinations of the persons to
receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the Grant Agreements evidencing such Awards) need
not be uniform and may be made by the Administrator selectively among persons
who receive, or are eligible to receive, Awards under the Plan, whether or not
such persons are similarly situated.
(d) Limited Liability. To the maximum extent permitted by law, no member
of the Administrator shall be liable for any action taken or decision made in
good faith relating to the Plan or any Award thereunder.
(e) Indemnification. To the maximum extent permitted by law and by the
Corporation's charter and bylaws, the members of the Administrator shall be
indemnified by the Corporation in respect of all their activities under the
Plan.
(f) Effect of Administrator's Decision. All actions taken and decisions
and determinations made by the Administrator on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Administrator's
sole and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Corporation, its stockholders, any participants in the
Plan and any other employee of the Corporation, and their respective successors
in interest.
4. SHARES AVAILABLE FOR THE PLAN; MAXIMUM AWARDS
Subject to adjustments as provided in Section 7(d) of the Plan, the shares
of Common Stock that may be issued with respect to Awards granted under the Plan
shall not exceed an aggregate of 2,865,645 of Common Stock. The Corporation
shall reserve such number of shares for Awards under the Plan, subject to
adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of
an Award, under the Plan expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated, surrendered or canceled
as to any shares, or if any shares of Common Stock are surrendered to the
Corporation in connection with any Award (whether or not such surrendered shares
were acquired pursuant to any Award), the shares
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subject to such Award and the surrendered shares shall thereafter be available
for further Awards under the Plan; provided, however, that any such shares that
are surrendered to the Corporation in connection with any Award or that are
otherwise forfeited after issuance shall not be available for purchase pursuant
to incentive stock options intended to qualify under Code section 422.
Subject to adjustments as provided in Section 7(d) of the Plan, the maximum
number of shares of Common Stock subject to Awards of any combination that may
be granted during any one fiscal year of the Corporation to any one individual
shall be limited to 750,000. Such per-individual limit shall not be adjusted to
effect a restoration of shares of Common Stock with respect to which the related
Award is terminated, surrendered or canceled.
5. PARTICIPATION
Participation in the Plan shall be open to all employees, consultants,
officers and directors of the Corporation, or of any Affiliate of the
Corporation, as may be selected by the Administrator from time to time.
6. AWARDS
The Administrator, in its sole discretion, establishes the terms of all
Awards granted under the Plan. Awards may be granted individually or in tandem
with other types of Awards. All Awards are subject to the terms and conditions
provided in the Grant Agreement.
(a) Stock Options. The Administrator may from time to time grant to
eligible participants Awards of incentive stock options as that term is defined
in Code section 422 or nonqualified stock options; provided, however, that
Awards of incentive stock options shall be limited to employees of the
Corporation or of any Parent or Subsidiary of the Corporation. Options intended
to qualify as incentive stock options under Code section 422 must have an
exercise price at least equal to Fair Market Value on the date of grant, but
nonqualified stock options may be granted with an exercise price less than Fair
Market Value. No stock option shall be an incentive stock option unless so
designated by the Administrator at the time of grant or in the Grant Agreement
evidencing such stock option.
(b) Stock Appreciation Rights. The Administrator may from time to time
grant to eligible participants Awards of Stock Appreciation Rights ("SAR"). An
SAR entitles the grantee to receive, subject to the provisions of the Plan and
the Grant Agreement, a payment having an aggregate value equal to the product of
(i) the excess of (A) the Fair Market Value on the exercise date of one share of
Common Stock over (B) the base price per share specified in the Grant Agreement,
times (ii) the number of shares specified by the SAR, or portion thereof, which
is exercised. Payment by the Corporation of the amount receivable upon any
exercise of an SAR may be made by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of
the Administrator. If, upon settlement of the exercise of an SAR, a grantee is
to receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of
a share of Common Stock on the exercise date. No fractional shares shall be used
for such payment, and the Administrator shall determine whether cash shall be
given in lieu of such fractional shares or whether such fractional shares shall
be eliminated.
(c) Stock Awards. The Administrator may from time to time grant restricted
or unrestricted stock Awards to eligible participants in such amounts, on such
terms and conditions and for such consideration, including no consideration or
such minimum consideration as may be required by law, as it shall determine. A
stock Award may be paid in Common Stock, in cash or in a combination of Common
Stock and cash, as determined in the sole discretion of the Administrator.
(d) Phantom Stock. The Administrator may from time to time grant Awards to
eligible participants denominated in stock-equivalent units ("phantom stock") in
such amounts and on such terms and conditions as it shall determine. Phantom
stock units granted to a participant shall be credited to a bookkeeping reserve
account solely for accounting purposes and shall not require a segregation of
any of the Corporation's assets. An Award of phantom stock may be settled in
Common Stock, in cash or in a combination of Common Stock and cash, as
determined in the sole discretion of the Administrator. Except as otherwise
provided in the applicable Grant Agreement, the grantee shall not have the
rights of a stockholder with respect to any shares
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of Common Stock represented by a phantom stock unit solely as a result of the
grant of a phantom stock unit to the grantee.
(e) Performance Awards. The Administrator may, in its discretion, grant
performance awards which become payable on account of attainment of one or more
performance goals established by the Administrator. Performance awards may be
paid by the delivery of Common Stock or cash, or any combination of Common Stock
and cash, as determined in the sole discretion of the Administrator. Performance
goals established by the Administrator may be based on the Corporation's or an
Affiliate's operating income or one or more other business criteria selected by
the Administrator that apply to an individual or group of individuals, a
business unit or the Corporation or an Affiliate as a whole, over such
performance period as the Administrator may designate.
7. MISCELLANEOUS
(a) Withholding of Taxes. Grantees and holders of Awards shall pay to the
Corporation or its Affiliate, or make provision satisfactory to the
Administrator for payment of, any taxes required to be withheld in respect of
Awards under the Plan no later than the date of the event creating the tax
liability. The Corporation or its Affiliate may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to
the grantee or holder of an Award. In the event that payment to the Corporation
or its Affiliate of such tax obligations is made in shares of Common Stock, such
shares shall be valued at Fair Market Value on the applicable date for such
purposes.
(b) Loans. The Corporation or its Affiliate may make or guarantee loans to
grantees to assist grantees in exercising Awards and satisfying any withholding
tax obligations.
(c) Transferability. Except as otherwise determined by the Administrator,
and in any event in the case of an incentive stock option or a stock
appreciation right granted with respect to an incentive stock option, no Award
granted under the Plan shall be transferable by a grantee otherwise than by will
or the laws of descent and distribution. Unless otherwise determined by the
Administrator in accord with the provisions of the immediately preceding
sentence, an Award may be exercised during the lifetime of the grantee, only by
the grantee or, during the period the grantee is under a legal disability, by
the grantee's guardian or legal representative.
(d) Adjustments; Business Combinations.
(i) Upon a stock dividend of, or stock split or reverse stock split
affecting, the Common Stock of the Corporation, (A) the maximum number of shares
reserved for issuance or with respect to which Awards may be granted under the
Plan, as provided in Section 4 of the Plan, and (B) the number of shares covered
by and the exercise price and other terms of outstanding Awards, shall, without
further action of the Board, be adjusted to reflect such event, unless the
Administrator determines, at the time it approves such stock dividend, stock
split or reverse stock split, that no such adjustment shall be made. The
Administrator may make adjustments, in its discretion, to address the treatment
of fractional shares and fractional cents that arise with respect to outstanding
Awards as a result of the stock dividend, stock split or reverse stock split.
(ii) In the event of any other changes affecting the Corporation, the
capitalization of the Corporation or the Common Stock of the Corporation by
reason of any spin-off, split-up, dividend, recapitalization, merger,
consolidation, business combination or exchange of shares and the like, the
Administrator, in its discretion and without the consent of holders of Awards,
shall make: (A) appropriate adjustments to the maximum number and kind of shares
reserved for issuance or with respect to which Awards may be granted under the
Plan, as provided in Section 4 of the Plan, and to the number, kind and price of
shares covered by outstanding Awards; and (B) any other adjustments in
outstanding Awards, including but not limited to reducing the number of shares
subject to Awards or providing or mandating alternative settlement methods such
as settlement of the Awards in cash or in shares of Common Stock or other
securities of the Corporation or of any other entity, or in any other matters
which relate to Awards as the Administrator shall, in its sole discretion,
determine to be necessary or appropriate.
(iii) The Administrator is authorized to make, in its discretion and
without the consent of holders of Awards, adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of
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unusual or nonrecurring events affecting the Corporation, or the financial
statements of the Corporation or any Affiliate, or of changes in applicable
laws, regulations or accounting principles, whenever the Administrator
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.
(e) Substitution of Awards in Mergers and Acquisitions. Awards may be
granted under the Plan from time to time in substitution for Awards held by
employees or directors of entities who become or are about to become employees
or directors of the Corporation or an Affiliate as the result of a merger or
consolidation of the employing entity with the Corporation or an Affiliate, or
the acquisition by the Corporation or an Affiliate of the assets or stock of the
employing entity. The terms and conditions of any substitute Awards so granted
may vary from the terms and conditions set forth herein to the extent that the
Administrator deems appropriate at the time of grant to conform the substitute
Awards to the provisions of the awards for which they are substituted.
(f) Termination, Amendment and Modification of the Plan. The Board may
terminate, amend or modify the Plan or any portion thereof at any time.
(g) Non-Guarantee of Employment or Service. Nothing in the Plan or in any
Grant Agreement thereunder shall confer any right on an individual to continue
in the service of the Corporation or shall interfere in any way with the right
of the Corporation to terminate such service at any time.
(h) Compliance with Securities Laws. If at any time the Administrator
determines that the delivery of Common Stock under the Plan is or may be
unlawful under the laws of any applicable jurisdiction, or federal or state
securities laws, the right to exercise an Award or receive shares of Common
Stock pursuant to an Award shall be suspended until the Administrator determines
that such delivery is lawful.
(i) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Corporation and a grantee or any other person. To the
extent that any grantee or other person acquires a right to receive payments
from the Corporation pursuant to an Award, such right shall be no greater than
the right of any unsecured general creditor of the Corporation.
(j) Governing Law. The validity, construction and effect of the Plan,
Grant Agreements entered into pursuant to the Plan and any rules, regulations,
determinations or decisions made by the Administrator relating to the Plan or
such Grant Agreements, and the rights of any and all persons having or claiming
to have any interest therein or thereunder, shall be determined exclusively in
accordance with applicable federal laws and the laws of Delaware, without regard
to its conflict of laws principles.
(k) Effective Date; Termination Date. The Plan is effective as of the date
on which the Plan was adopted by the Board, subject to approval of the
stockholders within twelve months before or after such date. No Award shall be
granted under the Plan after the close of business on the day immediately
preceding the tenth anniversary of the effective date of the Plan. Subject to
other applicable provisions of the Plan, all Awards made under the Plan prior to
such termination of the Plan shall remain in effect until such Awards have been
satisfied or terminated in accordance with the Plan and the terms of such
Awards.
Date Approved by the Board: February 9, 2000
Date Approved by the Stockholders: February 9, 2000
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i3 MOBILE, INC.
181 HARBOR DRIVE
STAMFORD, CONNECTICUT 06902
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
The undersigned hereby appoints John A. Lack and/or Stephen G. Maloney as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the common
stock of i3 Mobile, Inc. held of record by the undersigned on March 30, 2001, at
the Annual Meeting of Stockholders to be held on May 23, 2001 or at any
adjournment thereof.
1. Approval of the proposed amendment to the Certificate of Incorporation to
provide for a classified Board of Directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of the following individuals as directors: Robert M. Unnold, Donald
Ohlmeyer and W. Peter Daniels to serve as Class I directors until the Annual
Meeting of Stockholders in 2002, Matthew J. Stover and James A. Johnson to serve
as Class II directors until the Annual Meeting of Stockholders in 2003 and John
A. Lack, Stephen G. Maloney and J. William Grimes to serve as Class III
directors until the Annual Meeting of Stockholders in 2004.
[ ] FOR all eight nominees listed (except as marked to the contrary above)
[ ] WITHHOLD AUTHORITY
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE NOMINEES,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
3. Approval of the proposed amendment to the i3 Mobile, Inc. 2000 Stock
Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Ratification of the appointment of PricewaterhouseCoopers LLP as i3 Mobile,
Inc.'s independent auditors for the fiscal year ending December 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
stockholder. If no direction is given, this proxy will be voted FOR each of the
four proposals.
(continued, and to be signed, on other side)
38
(continued from other side)
Receipt of Notice of Annual Meeting of Stockholders and Proxy Statement
dated April , 2001 is hereby acknowledged.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
PRE-PAID ENVELOPE OR DELIVER TO: American Stock Transfer & Trust Company, 59
Maiden Lane, New York, New York 10005. Facsimile copies of the proxy, properly
completed and duly executed, will be accepted at (212) . If you have any
questions, please call American Stock Transfer & Trust Company at (212)
936-5100.
DATED: , 2001
---------------------------
SIGNATURE:
-------------------------------------
SIGNATURE IF HELD JOINTLY:
-----------
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.